Doctor Who meets Spiderman
by ashlawnpb
Summary: May Parker is sitting at home mourning the loss of Peter on his birthday, when the appearance of a blue box, will change her and Gwen Stacy's lives forever.
1. Something Blue, this way comes

A new fanfic from me. Again it involves Spiderman, but from a different view. Set after the death of Peter Parker in the Ultimate universe and after the introduction of Miles Morales. Enjoy and review.

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It was a sad day. May Parker sat in her chair watching her cup of tea as the wisps of steam floated off into the air. Today was Peter's birthday, the first one since his death. Although she had met the new Spiderman and met an alternate version of Peter, she still missed her version. The world had changed, danger was around every corner. The villains were rising and the heroes were falling. May feared for her life every day. She was the person who had raised Spiderman, he had learnt from her how to survive and everything he did was in memory of Uncle Ben and to keep her safe. Every villain wanted her, but with the help of Nick Fury, a guard was placed to protect her 24/7.

She stood up and went over to the table where Gwen had left her a tray of food, before she retired to her room. May sat down at the table and tucked in. Every meal could be her last, so she cherished the food, but today, she didn't feel very hungry. She picked at her food, eating small morsels as she remembered the meal times that she had shared with both Ben and Peter and then those with just Peter, how they shared their memories of Ben. Now she was alone, with Gwen in her room, life had never been the same.

Suddenly a whooshing noise started to run thought the house. A breeze appeared out of nowhere whipping up loose papers and blowing them in to May's face.

Gwen ran down the stairs and straight towards May, trying to protect her from whatever was coming. A light appeared in mid-air flashing on and off at a quick pace, matching the wheezing noise which had now started. The faint site of a large box started to appear in the air connected to the light. It kept dazing in and out of reality, before with one final wheeze and flash of the light, it came to a standstill. The air around the room calmed to a standstill and papers floated back down to the ground.

The guard outside must have been completely oblivious, because no one came rushing in to see what the noise was. May and Gwen stood there clutching each other, neither daring to call out and raise the alarm for fear of what this object was.

Gwen looked at the text on the front of the box. It read 'Police Public Call Box'.

"It's alright Aunt May, it's the Police," she said with bewilderment. "Though I don't remember them having big blue boxes that materialise in people's homes."

A sound emitted from inside the box. It sounded like a clattering, as if something had been knocked and it had fallen down onto a metal floor. How could there be metal in there, it was made out of wood? In fact the most important question was, how can you knock something down in a small place like that and it make such a large noise?

Suddenly the door was yanked open and a head poked through the gap. The man who appeared smiled when he saw the two people standing in front of him. He stepped out of the box and wondered over to them. He was wearing a brown pinstripe suit, blue shirt with brown and blue tie, trainers and a long brown overcoat.

"Hi there, sorry for materialising in your living room, I was aiming for the Parker building in New New York, but I seem to be here." He lowered his voice a little. "The poor dear is feeling a little tired, her Helmic Regulator is playing up."

"Sorry who are you?" Gwen managed to ask through her shock.

"Oh yes, sorry completely forgot about introductions, that's me talk, talk, talk, no one ever seems to get a word in edge ways. I am the Doctor and this is my TARDIS. And you are?"

"I am Gwen Stacy and this is May Parker," Gwen said pointing at each of them.

"Gwen Stacy and May Parker, I have heard of those names," the Doctor thought for a moment, musing over the two names delving into his memories to pull out the information he was seeking.

"You have heard of us?" Gwen asked.

"It's hardly surprising dear after what has been going on lately," May managed to say.

"What's been going on?" the Doctor suddenly took interest.

"What do you mean 'what's going on?', where have you been the past year?" Gwen asked, surprised.

"Many places, Metbelis 3, Raxacoricofallapatorius, Clom, Skaro, Mars, the Shadow Proclamation, ect."

"Yeah, real places!" Gwen retorted.

"Gwen dear, I think the gentleman is telling the truth, bearing in mind that he has just materialised into my living room," May tried to restrain her.

"Those most defiantly are real planets and real places I have been to in the last year or so. So back to my original question, what has been going on?"

May went back over to her seat and sat down. She directed to two other seats where the Doctor and Gwen both sat in one each. May started from the beginning, from when it had all started, the bite that gave Peter his powers, the death of her beloved Ben and then through to the events last year and how their lives had been ruined by the death of her loving and caring nephew.

The Doctor listened intently, shock and sadness displaying on his face at the appropriate moments and wonder and admiration all the other moments.

"This is amazing stuff, I would really have liked to have met your nephew, he sounds just like the sort of person who would love to travel with me, brave, honest to himself and powerful enough to overcome the tragedies he faced day to day and the strain it put on his personal life and the expectations that were placed on his shoulders. If I had a hat, I would take it off to him and to you May, through all the trials you have been through, you raised a boy who took on a responsibility no man should have to bear and he learnt from you how to do the right thing."

May nodded in gratitude to the Doctor's words and Gwen gave a small smile.

Suddenly a large bell sounded in the room. It kept tolling a loud, deep chime. The Doctor leapt to his feet, with lightning speed, whipping a key out of his pocket at the same time. He ran over to the TARDIS and unlocked the door. He rushed inside and bounded up to the console. He began flicking switches and pulling leavers, trying to work out where the problem was.

May and Gwen were left standing outside the TARDIS perplexed at what was going on. How could the Doctor have gone into that small box and sounded as though he was running up a metal grill ramp? It seemed impossible. Intrigued, Gwen moved in front of the TARDIS and pushed the door open. May tried to stop her, but Gwen shook off her hand and walked inside. May wanted to resist, but what if Gwen was in danger, she couldn't lose her as well. With her curiosity and worry taking over, May too pushed open the door and walked in.

When she caught a glimpse of the inside, she almost collapsed in shock.

It was huge. The room was impossibly large. In the centre of the room stood a large console column which the Doctor was dancing around, flicking switches and pulling/pushing levers. The walls were decorated with hexagonal roundels which were large at the bottom and gradually got smaller the closer you got to the ceiling. The walls were curved, so it gave the feeling of being in an upturned bowl. The whole placed was bathed in an orangey light, which gave the sense of beauty and calm. A hum filled the room, it was almost mechanical, but had a touch of organic feel to it as well. The bell was still sounding, louder and louder and the longer it went, the more frantic the Doctor got.

The light suddenly went red. The calm, peaceful feeling that had previously filled May vanished and fear and worry once again entered into her mind.

"Hold on, I think I have it!" the Doctor shouted over the noise of the bell. "Something is trying to get into the TARDIS and it is willing to rip the universe into two to do it. That was what the Cloister Bell was warning me of. If I reverse the energy feed, ramp up the TARDIS power and lower the shields, I can bring whatever it is into here safely and without harming the universe."

An energy cage appeared next to the console as the Doctor began his plan. Shapes and colours began to float in the cage as the thing materialised into the TARDIS. The shapes and colours began to take form, building into one solid object. As they did so, May's heart skipped a beat, for she recognised what was inside the cage and she could hardly believe her eyes.

The Cloister Bell suddenly became silent and the room went back to the calm orangey glow as before. The Doctor walked around the side of the console and came face to face with the cage.

"What are you doing here and what do you want?" he asked in a deep tone.

Before the person in the cage could reply, May spoke up.

"Doctor, may I introduce my nephew. This is Peter Parker."


	2. Harolding in the future

The Doctor pointed his Sonic Screwdriver at the console and the energy cage fizzled out of existence. Peter Parker stepped forward and put his hand out towards the Doctor.

"Thank you sir, that was a real help to be pulled through," he said shaking hands with the Doctor.

"How, what, who, when?" the Doctor was speechless. What had happened? How had he got through? When was he from? Who helped him?

"Yeah, great isn't it. A small contingency plan I had put in place in case I died too young."

The Doctor pointed his Screwdriver at Peter and did a full body scan. He looked at the results that appeared on the screen. Luckily they were in Gallifreyan, so no one in the room could read what had come up.

"How? This is impossible. Who would help you do such a thing?"

"He called himself Harold Saxon, odd man, but he seemed to be doing it out of good will."

"What is it Doctor, how can he be back?" Gwen asked.

"Time Lord DNA is present inside his body."

"What is a Time Lord?"

"Me, I am a Time Lord. We are a race of people who live...," he corrected himself, "lived on the planet Gallifrey. When we die, we have the ability to regenerate our body, gain a new one and carry on our lives, the same person, but a different outer shell as it were."

"How did this happen Peter?" May asked.

"I was rescuing some people from a burning building one day and I spotted this gentleman watching me intently. So when I had completed the job, I swung over to him and asked what he was staring at."

Peter began to recount the tale of the day he met Harold Saxon.

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"Can I help you sir, you seem to have been watching me intently?" Spiderman asked the gentleman in front of him.

"You are right, I have been watching you and yes, you can help me," he answered. "Please call me Harold, Harold Saxon."

"Aren't you that ex-British Prime Minister who killed our president?"

"Yes, I am afraid I am, but that is all behind me now, I need your help."

"You have some nerve coming here. What do you want my help for?"

"I haven't got long, is there somewhere we can go and talk privately, your home perhaps?"

"Why would I take you to my home, how do I know I can trust you?"

Harold Saxon looked down at his feet and sighed.

"I knew this would be hard, who I am, what I have done. In all of the 900 years I have been alive, this is the time where I realise I have used my life wrongly and know it is time to help someone and pay for my crimes by saving people rather than killing them. Your help will greatly aid me and you will be conforming to your uncle's saying. What was it? With great power, comes great responsibility?"

"How do you know about that?"

"I know about you, I did a little research, it is good to meet you in person Peter Parker."

That last phrase pulled Peter up straight. How had he found out who he was? Where there others who knew? What should he do? Should he take him home, or leave him here? The questions flooded through his mind.

"I know what you are thinking. No one else knows, or is going to find out from me. You should take me with you, you need my knowledge or else this world is going to suffer like you have never seen, even worse than the year that never was. I don't expect you to know what that was," he added on the end.

The decision flashed through Peter's mind, he needed to hear this man out, he needed to know what is going to happen that is so catastrophic, it would destroy so much.

He grabbed Harold around the waist and shot out a web towards the nearest building. Launching himself upward, he began to swing back through the city towards his house.

When they arrived, he checked that there was no sign of Aunt May and then entered in through his window. Setting Harold down, he went over to his desk and sat down at it. He motioned Harold to another seat. Pulling off his mask, he placed it on his desk. He removed his gloves and web shooters and put them on top of the mask.

"So, what is it that you want to say?"

"There is going to come a day, not far from now, where you are going to face the biggest battle of your life. There is going to be mass violence and destruction for one sole purpose, your death. I am glad to say that you do beat the opposition, but I am also afraid to say that it will cost you your life. However you will be needed again, further on in the future, so I am here to offer you the gift of life."

"And how are you going to do that?" Peter asked sceptically.

"As I have said I don't have long left here, so I want to give you this." Harold pulled out a small glass vial from out of his pocket. "This liquid will grant you life again when you die, but not straight away. It will require a significant event that would have occurred in your timeline had you been alive. Are there any events that you can think of coming up soon?"

"There is my twenty first birthday in three years, is that significant?"

"That is perfect and fits perfectly into the timeline. I need you to drink that," he said pointing at the vial.

"What now?"

"Yes now, when did you think, when you were dead? Sorry I shouldn't speak like that, I really don't have long and I am getting stressed and tired organising the saving of the world. How does the Doctor do it?"

"Sorry you keep saying you don't have long, what do you mean?" Peter asked after drinking from the vial.

"I have managed to escape from a place of war, a feat that no one should have been able to do, I'm not even sure I did it alone and I have only a short time before I must return there, or risk ripping a hole in the universe a bit bigger than Belgium."

"What does Belgium have to do with it?"

"Nothing, sorry I was thinking aloud for that last bit. The important thing is that I have found you and given you the information I needed to, perhaps just a little too much."

"What am I going to be fighting though?"

"I am afraid I can't tell you that, but there will be someone who will be able to help. He will arrive on your 21st birthday and he will pull you back from the dead and then help you save the Earth, but you will need each other and your other hero friends."  
Suddenly there was a noise from downstairs.

"That's Aunt May! What shall I do, can she see you?

"Don't worry about me; don't you need to get out of your costume?"

"I have a fancy dress party tonight and I am going as Spiderman, the only thing she can't see is the web shooters," Peter replied, grabbing the shooters and stuffing them into the bottom drawer of the desk. He quickly locked it and slid the keys into a secret compartment under the desk. "Can't be too careful," he said.

"Peter are you home?" Aunt May called from downstairs.

"Yes Aunt May, I have a friend round, he's just helping with my costume." Peter shouted back.

"I thought you had that all sorted!?"

"Just one or two final touches needed to be made."

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Peter finished recounting the meeting of Harold Saxon. The Doctor continued to look at him, searching his face to see if he was telling the whole truth.


	3. The TARDIS prepares for war

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They stood there in silence while the Doctor paced up and down the console room of the TARDIS. He walked over to a section of the wall and pushed it open, walking through; he shut the door behind him. Peter, May and Gwen were left standing, perplexed at the Doctor's reaction.

"Why didn't you tell us Peter?" May asked.

"I didn't think it was important at the time. I kind of thought I would deal with it at the time and when it was my time, I didn't have the heart to tell you I would be back, just in case it didn't happen."

A tear slid down his face as he spoke. Noticing this, Gwen rushed over to him and gave him a big hug. Locked in their embrace they both let out their tears of sadness and joy at the events that had occurred over the last half a year.

May watched as the two of them let out their emotions. A tear slid down her face as she once again remembered the times when Ben was around and life was so much easier.

The door at the other end of the room opened again and the Doctor walked back through. He was carrying a pile of objects, some looking weirder than others. He walked over to Peter and Gwen.

"And back up for air please. We need to get on; I fear we don't have long. A scan of the world outside the TARDIS has revealed to me that you are undergoing in effect a civil war and your country is ripping to shreds every day, so this total destruction is not too far away. First things first, Peter you need to change, we can have you wearing that."

The Doctor pointed to the tattered costume that Peter was wearing.

"There is a wardrobe with plenty of clothes, of all shapes and sizes, because when I regenerate I never know what I am going to look like. You need to go thought that door, turn left, walk about 100 metres then take a right walk two doors down take the left hand door, climb the steps," the Doctor paused for breath. He continued once he was ready, " walk along the corridor till you reach the end, go down the stairs and then you will be there. When you have finished, take the lift down to the corridor just behind that door."

"Why can't I take the lift up?"

"Well duhh, it only works once every day, it uses up too much power and power I need to help save the earth. Now go and get changed."

Peter went off to go and get changed, while the Doctor began to go through his pile and assemble pieces of equipment together. May and Gwen looked lost.

"Is there anything you want us to do?" Gwen asked.

"Yes, yes there is, I want you and May to go through that door, down the corridor right to the end and through the door there and make yourselves a cup of tea and have a few biscuits, Rich Tea are my favourite, so I recommend them."

"But we want to do something useful, how is having tea and biscuits going to help?"

"It will help because you are going to need your strength for the events which are to come and I don't want to be responsible for not looking after you while you are in my home."

Gwen tried to protest, but May put her hand on Gwen's arm and led her to where the Doctor had sent them.

"But I want to help."

"I know dear, but the Doctor is right, we do need our strength for what is to come and I am pretty sure, neither of us knows how to wire up an alien spacecraft."

Gwen nodded, she knew the Doctor had only the best intentions for them, but she wished she could do more.

Peter stood in the wardrobe looking at all the clothes the Doctor owned. There were garments from across the ages from the Middle Ages, to the Tudors and then on to the Edwardians. He selected a set of clothes and went over to the curtained area to try them on. Pulling off his tattered costume, he pulled on the fresh new clothes. They fitted perfectly. He was wearing a blue polo shirt, beige trousers and blue converse shoes. Noticing a bin, he gathered up his Spiderman costume and carefully placed it inside. A lump came into his throat as this was goodbye to Spiderman, something which had been part of his life now for a good 7 years. Before he could get too emotional he headed out of the wardrobe, found the lift and headed back to the console room to find it empty. Where was the Doctor and where was Aunt May and Gwen? A nose sounded from under his feet.

"Ah I see you found some clothes that fit then, I'll be with you in a minute, I have to connect these Thermocouplings up and I need to do it quickly or the destruction of Earth might come a little sooner than predicted."

"Need me to do anything?" Peter asked.

"Actually, yes there is. On the console, there is a lever which looks just like a bicycle pump. I need that pumped 3 times and the. Opposite that, there is a black panel full of switches. They need to be flicked up until a row of green lights appears on the panel; you must do the pump first. Is that ok?"

"Sure, I can do that, it can't be rocket science." Peter said.

"Um, yes it is rocket science actually," The Doctor replied.

"I was being sarcastic," Peter said.

"I know that, of course I know that."

Peter went and followed the Doctor's instructions, while the Doctor continued to connect wires together and readied the TARDIS for duty in the war that was to come.


End file.
